Common use of Equitable Principles Limitation Clause in Contracts

Equitable Principles Limitation. Each of our opinions in our letter is subject to the effect of general principles of equity, whether applied by a court of law or equity. This limitation includes principles: (a) governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made; (b) affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement; (c) requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement; (d) requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract; (e) requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement; (f) requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement (other than with respect to the required payment of money pursuant to the provisions of applicable agreements); and (g) affording defenses based upon the unconscionability of the enforcing party's conduct after the parties have entered into the contract.